Common use of Equity Commitment Clause in Contracts

Equity Commitment. a. The Sponsor shall, at or prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity interests of Parent and pay, or cause to be paid, directly or indirectly through one or more intermediate entities, to Parent in immediately available funds an aggregate cash purchase price equal to US$325,355,325.00 (such amount, subject to adjustment pursuant to Section 1(b), the "Equity Commitment"), which will be used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of (x) the aggregate Exchange Fund required to be paid by Parent and Merger Sub pursuant to and in accordance with the Merger Agreement and fees and expenses incurred in connection with the Transactions, and (y) the Purchase Price (as defined in the Share Sale and Support Agreement) to be paid by Parent pursuant to and in accordance with the Share Sale and Support Agreement, together with related fees and expenses; provided, that the Sponsor shall not, under any circumstances, be obligated to contribute or cause to be contributed more than the Equity Commitment to Parent and the aggregate liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment.

Appears in 3 contracts

Samples: www.sec.gov, Nord Anglia Education, Inc., sec.report

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Equity Commitment. a. The Sponsor shall, at or prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity interests of Parent and pay, or cause to be paid, directly or indirectly through one or more intermediate entities, to Parent in immediately available funds an aggregate cash purchase price equal to US$325,355,325.00 468,447,111.00 (such amount, subject to adjustment pursuant to Section 1(b), the "Equity Commitment"), which will be used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of (x) the aggregate Exchange Fund required to be paid by Parent and Merger Sub pursuant to and in accordance with the Merger Agreement and fees and expenses incurred in connection with the Transactions, and (y) the Purchase Price (as defined in the Share Sale and Support Agreement) to be paid by Parent pursuant to and in accordance with the Share Sale and Support Agreement, together with related fees and expenses; provided, that the Sponsor shall not, under any circumstances, be obligated to contribute or cause to be contributed more than the Equity Commitment to Parent and the aggregate liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment.

Appears in 1 contract

Samples: Nord Anglia Education, Inc.

Equity Commitment. a. The Sponsor shall, at or prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity interests of Parent and pay, or cause to be paid, directly or indirectly through one or more intermediate entities, to Parent in immediately available funds an aggregate cash purchase price equal to US$325,355,325.00 3,197,564.00 (such amount, subject to adjustment pursuant to Section 1(b), the "Equity Commitment"), which will be used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of (x) the aggregate Exchange Fund required to be paid by Parent and Merger Sub pursuant to and in accordance with the Merger Agreement and fees and expenses incurred in connection with the Transactions, and (y) the Purchase Price (as defined in the Share Sale and Support Agreement) to be paid by Parent pursuant to and in accordance with the Share Sale and Support Agreement, together with related fees and expenses; provided, that the Sponsor shall not, under any circumstances, be obligated to contribute or cause to be contributed more than the Equity Commitment to Parent and the aggregate liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment.

Appears in 1 contract

Samples: Nord Anglia Education, Inc.

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Equity Commitment. a. The Sponsor shall, at or prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity interests of Parent and pay, or cause to be paid, directly or indirectly through one or more intermediate entities, to Parent in immediately available funds an aggregate cash purchase price equal to US$325,355,325.00 1,292,382,173.00 (such amount, subject to adjustment pursuant to Section 1(b), the "Equity Commitment"), which will be used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of (x) the aggregate Exchange Fund required to be paid by Parent and Merger Sub pursuant to and in accordance with the Merger Agreement and fees and expenses incurred in connection with the Transactions, and (y) the Purchase Price (as defined in the Share Sale and Support Agreement) to be paid by Parent pursuant to and in accordance with the Share Sale and Support Agreement, together with related fees and expenses; provided, that the Sponsor shall not, under any circumstances, be obligated to contribute or cause to be contributed more than the Equity Commitment to Parent and the aggregate liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment.

Appears in 1 contract

Samples: Nord Anglia Education, Inc.

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